REACH PLC — Proxy Solicitation & Information Statement 2015

Mar 27, 2015

Trinity Mirror plc

Admission Card

Please detach and retain this section. Do not post with Proxy Form

2015 Annual General Meeting of Trinity Mirror plc to be held at Hilton London Canary Wharf Hotel, South Quay, Marsh Wall, London E14 9SH on Thursday 7 May 2015 at 11.30 am.

If you wish to attend the meeting

Please bring this card with you as evidence of your right to attend and vote.

If you are unable to attend the meeting

You may appoint a proxy: by post (please detach the Proxy Form, fill it in and send it to Equinti in the reply paid envelope provided); electronically at www.sharevote.co.uk; or CREST participants may lodge proxy appointments via CREST. Further information on appointing a proxy is provided overleaf in the Explanatory Notes. Please note the deadline for receiving proxy appointments is 11:30 am on Tuesday, 5 May 2015.

Address

Hilton London Canary Wharf, South Quay, Marsh Wall, London E14 9SH

Public Transport

Underground Canary Wharf station on the Jubilee Line (approx. 5-10 mins walk). Exit station via escalator for signs to DLR. Turn left and cross Bank Street and go through the Jubilee Place glass building. Over the South Quay footbridge following the footpath to the left. Turn right into Admirals Way and the hotel is located on your left.

DLR South Quay station.

Buses The D8 runs along Marsh Wall.

AGM schedule

10.30 am – registration commences. Tea and coffee will be available.

11.30 am – the AGM starts in the Quayside Suite on the first floor.

Security

Cameras, telephones, other mobile devices, tape recorders and video cameras cannot be used in the meeting. It is a condition of entry to the meeting that all bags and packages may be subject to random search.

Proxy Form

+

2015 Annual General Meeting of Trinity Mirror plc to be held at Hilton London Canary Wharf Hotel, South Quay, Marsh Wall, London E14 9SH on Thursday 7 May 2015 at 11.30 am.

0625-024-s

Voting ID. Task ID. Shareholder reference number

I/WE HEREBY APPOINT the Chairman of the meeting OR the following person in respect of all my shares:

Number of shares the proxy is appointed over:

[0625-024-s]

to be my/our proxy to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the AGM of Trinity Mirror plc to be held at 11.30 am on Thursday, 7 May 2015 and at any adjournment thereof. I appoint my/ our proxy to attend, speak and vote in the manner indicated below (see Note 3 overleaf).

☐ Please indicate here with an 'X' if this Proxy Form is one of multiple instructions being given; please refer to Note 2 overleaf.

	For	Against	Vote Withheld		For	Against	Vote Withheld
1 Receive the audited Report and Accounts for the 52 weeks ended 28 December 2014 together with the Directors' and Auditor's Reports	☐	☐	☐	9 Re-elect Ms Helen Stevenson as a director	☐	☐	☐
				10 Re-elect Mr Vijay Vaghela as a director	☐	☐	☐
2 Approve the directors' Remuneration Report	☐	☐	☐	11 Re-appoint Deloitte LLP as auditor	☐	☐	☐
3 Declare a final dividend of 3 pence per ordinary share	☐	☐	☐	12 Authority for directors to determine remuneration of auditor	☐	☐	☐
4 Elect Mr David Kelly as a director	☐	☐	☐	13 Authority to allot shares	☐	☐	☐
5 Re-elect Mr David Grigson as a director	☐	☐	☐	14 Disapplication of pre-emption rights¹	☐	☐	☐
6 Re-elect Mr Simon Fox as a director	☐	☐	☐	15 Authority to purchase own shares²	☐	☐	☐
7 Re-elect Mr Lee Ginsberg as a director	☐	☐	☐	16 Authority to make political donations	☐	☐	☐
8 Re-elect Ms Jane Lighting as a director	☐	☐	☐	17 Authority for a 14 day notice period for general meetings other than annual general meetings¹	☐	☐	☐

Please mark this box ☐ if signing on behalf of the shareholder as Power of Attorney, Receiver, or Third Party. In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised. This card should not be used for any comments, change of address or other queries. Please send separate instruction.

Date

Signed

+

---

Trinity Mirror plc

Notice of Availability

2014 Annual Report and Accounts and Notice of 2015 Annual General Meeting

Important - please read carefully

The 2014 Report and Accounts and Notice of 2015 Annual General Meeting of Trinity Mirror plc are now available on the Company's website:

www.trinitymirror.com

Explanatory Notes

1. Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend and vote at the meeting. A member so entitled may appoint (a) proxy(ies), who need not be (a) member(s), to exercise all or any of his/her rights to attend and to speak and vote on his/her behalf.

2. You can appoint the Chairman of the meeting or anyone else to be your proxy at the AGM. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you.

3. To appoint more than one proxy, you should photocopy the Proxy Form. Please indicate, in the box below the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy. Please also indicate by marking the box on the Proxy Form if the proxy instruction is one of multiple instructions being given. All Proxy Forms must be signed and should be returned to the Company's registrar, Equiniti.

4. To appoint the Chairman as your sole proxy in respect of all of your shares, fill in any voting instructions and sign and date the Proxy Form, but leave all other proxy appointment details blank.

5. To appoint a single proxy in respect of all your shares other than the Chairman, cross out only the words 'the Chairman of the meeting' and insert the name and address of your proxy (who need not be a member of the Company).

Then complete the rest of the Proxy Form, but leave all other proxy appointment details blank.

1. The Proxy Form gives your proxy or proxies full rights to attend, speak and vote. If you wish to restrict the rights of your proxies, please cross out either or both of the words 'speak' or 'vote' as you feel appropriate where indicated by an asterisk.

2. If the Proxy Form is signed by someone else on your behalf, their authority to sign must be returned with the Proxy Form. In the case of a joint holding, any holder may sign. If the shareholder is a corporation, the form must be executed under its common seal or signed by an officer, attorney or other person duly authorised by the corporation.

3. To be entitled to vote at the meeting (and for the purpose of determining the number of votes you may cast) you must be entered on the Company's register of members at 6.00 pm on 5 May 2015 or, if the meeting is adjourned, you must be entered on the register at 6.00 pm two days prior to the date of any adjourned meeting.

4. Full details of the resolutions to be proposed at the AGM, with explanatory notes, are set out in the enclosed Notice of AGM.

5. Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed as proxy will exercise his/her discretion as to how he/she votes or whether he/ she abstains from voting on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the meeting.

6. If you appoint multiple proxies and wish to give them separate instructions to vote or abstain from voting, please indicate how you wish each proxy to vote or abstain from voting by writing in each appropriate box the name of the proxy and the number of shares to be voted or withheld from voting by him or her.

7. The 'Withheld' option on the Proxy Form is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.

8. Any alterations to this Proxy Form should be initialled.

9. If you complete and return the Proxy Form this will not prevent you from attending in person and voting at the meeting should you subsequently decide to do so.

10. A corporation must seal the Proxy Form or have it signed by an officer or attorney in person, and voting at the meeting be carried out by an officer or attorney in person should you subsequently decide to do so.

11. In the case of joint holders, only one need sign this Proxy Form, but the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

12. Please return the Proxy Form in the reply paid envelope provided. If you return the form in a different envelope please use the following address: FREEPOST RTAT-JRXG-XULT, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU.

13. Electronic Proxy Appointment ('EPA') is available for this meeting. To use this facility you must visit www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and shareholder reference number shown overleaf will be required to complete the procedure. The EPA will not be valid if received after 11.30 am on Tuesday, 5 May 2015 and will not be accepted if found to contain a computer virus.

14. The CREST electronic proxy appointment service is available for this meeting. To use this service CREST members should transmit a CREST proxy instruction, using the procedures described in the CREST manual, so as to reach the Company's registrar, Equiniti, CREST participant ID RA19 by no later than 11.30 am on 5 May 2015.